ADY Feihe International, Inc.

INTRODUCTORY NOTE

This Schedule 13D/A (this “Schedule 13D/A”) is filed jointly by Morgan Stanley (“MS”), Mr. You-Bin Leng (“Mr. Leng”), Mr. Sheng-Hui Liu and Mr. Hua Liu (Mr. Hua Liu together with MS, Mr. Leng and Mr. Sheng-Hui Liu, the “Reporting Persons”). With respect to MS, this Schedule 13D/A represents Amendment No. 3 to the original statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 11, 2012 by MS with respect to Feihe International, Inc. (the “Company”), as amended and supplemented by Amendment No. 1 and Amendment No. 2, filed by MS with the SEC on December 3, 2012 and March 4, 2013, respectively. With respect to Mr. Leng, this Schedule 13D represents Amendment No. 6 to the original statement on Schedule 13D filed with the SEC on June 11, 2003 by Mr. Leng with respect to the Company, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, filed by Mr. Leng on September 22, 2003, October 3, 2012, December 5, 2012, March 4, 2013 and March 4, 2013, respectively. This Schedule 13D represents Amendment No. 1 to the original statement on Schedule 13D filed with the SEC on March 4, 2013 by Mr. Sheng-Hui Liu and Mr. Hua Liu .

Item 2(f) is hereby amended and restated solely with respect to MS:

(f)          The name, business address, present principal occupation or employment and citizenship of each director and executive officer of MS are set forth in Schedule A hereto.

Item 4 is hereby supplemented as follows:

On June 26 , 2013, the Company held a special meeting of its shareholders (the “Special Meeting”) at the offices of the Company. At the Special Meeting, the shareholders of the Company voted in favor of the proposal to approve the agreement and plan of merger, dated as of March 3, 2013 (the “Merger Agreement”), by and among Diamond Infant Formula Holding Limited, a Cayman Islands company indirectly wholly owned by MSPEA IMF Holding Limited and Mr. Leng (“Holdco”), Platinum Infant Formula Holding Limited, a Cayman Islands company wholly owned by Holdco (“Parent”), Infant Formula Merger Sub Holding Inc., a Utah corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which Merger Sub has merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).

On June 27, 2013, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent. Upon the consummation of the Merger, each issued and outstanding share of common stock, par value US$0.001 per share, of the Company (“Common Stock”), other than shares of Common Stock held by the Company as treasury stock or owned, directly or indirectly by Holdco, Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to the effective time of the Merger, was converted automatically into the right to receive US$7.40 in cash without interest.  

On June 27, 2013, pursuant to the terms of the Merger Agreement, in connection with the effectiveness of the Merger each then-outstanding option to purchase Common Stock (a “Company Stock Option”) granted under any director or employee stock option or compensation plan or arrangement of the Company (collectively, the “Company Stock Plans”), whether or not vested or exercisable, became fully vested and exercisable and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of US$7.40 over the applicable exercise price per share of Common Stock of such Company Stock Option and (b) the number of shares of Common Stock that the holder of such Company Stock Option could have purchased had such holder exercised such Company Stock Option in full immediately prior to the effective time of the Merger.

On June 27, 2013, by virtue of the Merger, each share of Common Stock owned, directly or indirectly, by Holdco, Parent, Merger Sub or any wholly-owned subsidiary of the Company immediately prior to June 27, 2013 was canceled without consideration therefor. On June 27, 2013, by virtue of the Merger, each share of common stock, no par value per share, of Merger Sub issued and outstanding immediately prior to June 27, 2013 was converted into and became one validly issued, fully paid and non assessable share of common stock, par value US$0.001 per share, of the Surviving Corporation (the “Private Stock”). The Private Stock is not registered under Section 12 of the Exchange Act.

Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Parent with one thousand shares of Private S tock outstanding (solely owned by Parent) and the separate corporate existence of Merger Sub ceased. As a result of the Merger, the Common Stock ceased to trade on the New York Stock Exchange, Inc. ( the “NYSE”) following the close of trading on June 27, 2013 and became eligible for delisting from the NYSE and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.

Pursuant to a certain voting agreement, dated as of March 3, 2013 (the “Voting Agreement”), between Mr. Leng, Mr. Sheng-Hui Liu and Mr. Hua Liu (collectively, the “Rollover Holders”), Parent and the Company, the Rollover Holders, who collectively owned approximately 41.3% of the outstanding shares of Common Stock prior to the effective time of the Merger, appeared at the Special Meeting or otherwise caused their shares of Common Stock to be counted as present thereat for the purpose of establishing a quorum, and voted or caused to be voted at such meeting all their shares of Common Stock in favor of the approval of the Merger Agreement. The information disclosed in this paragraph is qualified in its entirety by reference to the Voting Agreement, a copy of which was filed as Exhibit 7.07 to the Schedule 13D filed by the Reporting Persons with the SEC on March 4, 2013 (the “Original Schedule 13D”), and is incorporated herein by reference in its entirety as Exhibit 7.02.

Pursuant to a certain contribution agreement, dated as of March 3, 2013 (the “Contribution Agreement”), between the Rollover Holders, Parent, Holdco and the Company, the Rollover Holders contributed to Parent their shares of Common Stock in exchange for ordinary shares of Holdco. The information disclosed in this paragraph is qualified in its entirety by reference to the Contribution Agreement, a copy of which was filed as Exhibit 7.06 to the Original Schedule 13D and is incorporated herein by reference in its entirety as Exhibit 7.03.

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b)    As of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock or have any voting power or dispositive power over any shares of Common Stock.

(c)          On May 24 , 2013, Mr. Leng exercised his options and purchased 12,000 shares of Common Stock of the Company at the price of $ 7.25 per share.

On May 24 , 2013, Mr. Sheng-Hui Liu exercised his options and purchased 12,000 shares of Common Stock of the Company at the price of $ 7.25 per share.

On May 24 , 2013, Mr. Hua Liu exercised his options and purchased 12,000 shares of Common Stock of the Company at the price of $ 7.25 per share.

On June 27, 2013, 82,583 shares of Common Stock held by certain operating units of MS and its subsidiaries and affiliates were automatically converted into the right to receive US$7.40 per share in cash without interest in connection with the Merger. ¹

The last paragraph in Item 4 of this Schedule 13D/A is incorporated herein by reference and is qualified in its entirety by reference to the Contribution Agreement, a copy of which was filed as Exhibit 7.06 to the Original Schedule 13D and is incorporated herein by reference in its entirety as Exhibit 7.03.

Other than the transactions listed above, none of the Reporting Persons and no other person described in Item 2 hereof has effected any transactions relating to the Common Stock of the Company during the past sixty (60) days.

Item 6 is hereby supplemented as follows:

The description in Item 4 of this Schedule 13D/A is incorporated herein by reference, and is qualified in its entirety by the full text of the Merger Agreement, which was filed as Exhibit 7.02 to the Original Schedule 13D, and is incorporated herein by reference in its entirety as Exhibit 7.04.

Exhibit 7.01     Joint Filing Agreement by and among the Reporting Persons, dated March 3, 2013 (incorporated by referent to Exhibit 7.01 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).

Exhibit 7.02     Voting Agreement, by and among the Company, Parent and the Rollover Shareholders, dated March 3, 2013 (incorporated by reference to Exhibit 7.07 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).

Exhibit 7.03     Contribution Agreement, by and among Holdco, Parent, the Company and the Rollover Shareholders, dated March 3, 2013 (incorporated by reference to Exhibit 7.06 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).

Exhibit 7.04     Merger Agreement, by and among the Company, Holdco, Parent and Merger Sub, dated March 3, 2013 (incorporated by reference to Exhibit 7.02 of the Original Schedule 13D filed by the Reporting Persons on March 4, 2013).

¹ The number of shares of Common Stock held by certain operating units of MS and its subsidiaries and affiliates has been adjusted to correct the previously reported total.

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF MORGAN STANLEY

The names of the directors and the names and titles of the executive officers of Morgan Stanley and their principal occupations are set forth below. The business address of each of the directors or executive officers is that of Morgan Stanley at 1585 Broadway, New York, New York 10036.

* Director

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.